What Are Friends For?
by uptownwarblerr5
Summary: Martha/Whitney/Pete threesome request. Warnings: you know, threesomes.


Requested by 27

"I mean, girls mess around every once in a while when they're really horny... but guys are always that horny! Why don't they fool around with each other?" Martha asked.

"Because, I don't know... because it's gay, I guess..." Pete answered, realizing it sounded stupid. He supposed it was mainly the stigma of having sex with a guy that kept most guys from having sex with each other. Not that he ever really fantasized of having sex with any of his guy friends.

"But all I'm saying Pete, is that it would make so much sense. Guys always bitch to each other about not getting any action, when they could easily give it to each other! I mean, you suck your friend's dick, he sucks yours. Then you're both happy," Martha said, like it was that simple.

"Right," Whitney added, "but what Pete's saying is that most guys don't want to have done something that society sees as "gay", even if no one else will ever find out to even be able to judge them. There's so much more stigma put on two guys messing around for fun than two girls. Two girls do it, they're "experimenting" or just playing around. Two guys do it, they must be gay."

"Well yeah, I guess you two have a point. But don't I also have a point?" Martha asked Pete.

"I mean... well yeah... I guess it would be great to be able to have sex with your friends. It would be freakin' awesome, actually... I mean just think about it – no strings attached sex whenever you feel like it. But I still feel that society feels one way, and it would be way too risky for a guy to bring up the subject of fucking his guy friend to that friend," Pete said, grinning.

"Well," Martha said, "we're all _friends_ here. None of us feel the way that "society" supposedly does. And Whitney here thinks you're pretty cute," she said, tracing her fingernails from Pete's knee up his thigh, then back down. Pete suddenly felt his heart speed up, feeling both horny and confused at the same time. It seemed like Martha was both hitting on him and insinuating something about him and Whitney.

"Martha, wait... what?" Pete said, enjoying the way her hand on his thigh made him feel.

Martha continued to rub him, moving her hand to Pete's hardening crotch and running her palm over the bulge that represented the head of his penis. "Friends can make each other feel good... it's fun," she said, getting to her knees in front of Pete on the floor and unzipping his fly. "I want to make you feel good," she said as she extracted his member from the fly of his shorts and gave a short lick to the underside of his cock as Pete tentatively moaned, "and you and Whitney should consider making each other feel good, too. We talked about it the other night, and we think it will be fun. I think it would be hot to watch, and Whitney's definitely not going to judge you," she said, laughing before she enveloped Pete's cock head back into her warm mouth, swirling her tongue around the tip.

A lot of ideas were circulating through Pete's head. Fuck, Martha's mouth felt good on him. He had been attracted to her for a long time, even back when Whitney was _straight_ and they were _dating_. Even after they broke up, Pete knew that Whitney and Martha were still fucking, so it's not like he could make a move on her then, either. But now she was sucking his cock and telling him that Whitney wanted to have sex with him. Would he? He had essentially just said that the only reason he wouldn't have sex with another guy is that it would feel gay and that somebody might find out. Both of these were stupid excuses in this situation, and Pete knew it.

Pete returned his attention to Martha and realized that Whitney was now next to her, shirtless. Martha lowered her mouth to Pete's balls, taking one completely into her wet mouth. Whitney enveloped the head of Pete's dick into his mouth. Pete was shocked at first and tensed up, but soon relaxed as he was overcome with the pleasure of having two mouths, two hot tongues pleasuring him. Whitney's mouth felt no different that Martha's, he realized. It was just a mouth. And it felt phenomenal.

As Martha released Pete's balls from her mouth and smiled up at him, Whitney took over and began giving Pete the best blowjob of his young life. Martha helped Pete out of his jeans, then stood and removed his shirt. She removed her own shirt and jeans, then straddled Pete's waist on the couch. "Are you having fun yet?" she said softly into his ear before licking around it and planting soft kisses at the side of his neck. Pete laughed as he let out a groan of pleasure, "That's an understatement."

Martha giggled and removed her bra, allowing her breasts to hang directly in front of Pete's face. He wrapped his hands around her back and grabbed her shoulder blades as their mouths latched onto each other. They kissed several times before Pete moved his attentions to her nipples, allowing himself to suck on the mounds that he had been craving for so long. After a bit, Pete noticed that Whitney had removed his mouth from his dick. Martha negotiated Pete into a reclined position, laying lengthwise on the couch as she continued making out with him. Pete looked up to see Whitney again, naked and hard. As Martha noticed this, she hopped off of Pete to allow Whitney to hop on. He turned his body towards Pete's feet so he could resume the blowjob. This left Pete staring eye to eye with Whitney's large, erect penis. As he lay on the couch, his breathing began to pick up a little bit. Here he was, getting his dick sucked from one of his best friends, with his friend's dick hanging about an inch away from his mouth. He knew what was expected of him, what he should do... what he even kind wanted to do. At least out of curiosity.

"Well, Pete...?" Martha coaxed, smiling, "Aren't you going to return the favor?"

The more Pete thought about it, there was absolutely no reason not to. And he was in the middle of it now. He couldn't stop. Pete reached in front of his face to take hold of his friend's hard cock. He wrapped his hand around it, feeling a little weird but a lot turned on. Whitney silently grinned as he was licking Pete's cock, enjoying the feeling of his own cock in Pete's hand and knowing he was about to really enjoy what he hope was coming next. Whitney slowly began to lower his hips, advancing the tip of his rock hard dick closer toward Pete's lips. Pete closed his eyes, knowing he had to just go for it, and extended his tongue, swirling it around his friend's swollen helmet. Whitney moaned, sending vibrations to Pete's dick. His moan made Pete feel a little bit more at ease, and empowered by the pleasurable feelings he knew he was giving him. They silently sucked each other as Pete experimented with what he thought might feel good to his friend.

Whitney was obviously enjoying the realization of the opportunity that he had been waiting for to get his sexy friend's sexy cock in his mouth, but Martha was pleasantly surprised that Pete seemed to really be getting into it as well. Martha watched as he gently bobbed his head back and forth on Whitney's dick in an attempt to gulp down as much of it as possible. Pete had one hand on Whitney's ass and the other was cupping his balls. Martha was getting really turned on watching her two friends suck each other off. She took a seat on a comfy chair near the couch and let one hand fall to her crotch. As she watched the boys she grazed a finger across her pussy and felt its wetness. She dipped her forefinger into herself. It felt so good to have something inside her. She wiggled the finger around, then withdrew it. She removed her panties to get better access. Since the boys were busy with each other at the moment, she figured she would just have to take care of herself. She used two fingers to rub her clit, occasionally dipping a finger back inside herself. She lazily tweaked one of her nipples with the other hand, enjoying the sensations she was giving herself as she watched her personal sex show.

Martha was enjoying the show on several levels. It was really hot watching two good-looking boys go at it, pleasuring each other with their hands and tongues and mouths. Especially since they both seemed to be enjoying it so much. And although she had been the one to convince Pete that the taboo of gay sex was absurd, that element of taboo made the show all that more exciting. She also had a personal connection with both of the boys.

Martha could tell that Whitney's efforts on Pete were beginning to pay off. Pete now had Whitney's cock out of his mouth and was grasping it in his hand, periodically running his tongue down the shaft and around the head. Pete was obviously distracted though, and Martha guessed he was about to cum. She could tell that Whitney knew this too, as his efforts had doubled. Whitney bobbed his head up and down on Pete's shaft faster now, taking more and more of his length into his throat until the whole thing was buried inside him. Pete closed his eyes and stopped working on Whitney now that his orgasm had taken over. His mouth was slightly open and he was breathing fast. He felt the familiar feeling building up in his abdomen as he neared his climax. Finally, he groaned as he came into the back of the other boys throat. Whitney continued to suck and swirl his tongue around his friend's cock head as more and more of Pete's cum filled his mouth. He swallowed one last time before releasing Pete's slowly softening cock from the hot depths of his mouth.

Pete sighed. "Oh... my... God..." he said, laughing.

Whitney and Martha both laughed, and Whitney hopped off the couch, his penis still very erect and slick from his friend's saliva.

"Enjoyable?" Whitney asked his tired friend on the couch.

"Dude... that was incredible. What about me, how did I do?"

He smiled, happy that Pete enjoyed both ends of the pleasure. "You were really good man, I was really close to cumming."

Pete slowly sat up, realizing now that Whitney had not cum yet... and knowing from experience how much he probably needed to right now. "Yeah, so... I'll return the favor and finish you off."

"Well that's very kind of you, but I had one more idea in store, and I think you might really like it."

"Yeah?" Pete said, curious, "What's that?"

Whitney stood, smiling down at his friend. "I'd love to fuck you." He said, grinning.

"Well... I don't know, maybe. Doesn't it hurt?"

"Not if you do it right. We'll take it really slow, I promise. And of course I'll stop at any time, if you want."

Martha continued to rub her clit as the boys talked. She was getting really excited at the prospect of getting to see her two sexy friends really go at it. She and Whitney hadn't talked about going this far with Pete, but she had wondered earlier where things might lead.

Pete thought for a second, then smiled. What the hell. He had already sucked the guy's cock. "Yeah, okay. What do I do?"

Whitney had Pete get on his hands and knees on the carpet in Martha's living room. "Martha," he said, watching her finger herself as she still sat in the chair, "you busy right now?"

"Nothing that can't be taken care of later, dear. What do you need?"

"I was wondering if you wanted the pleasure of getting Pete ready for his first anal experience."

Martha knew what this meant. Whitney frequently enjoyed anal play when he and Martha would get together. At first she thought it was a little strange to be playing with her boyfriend's ass, but after she discovered he was bisexual, she began to play along. She would often stick a finger or two up his butt when she blew him or when they fucked. He really liked it, and she was getting into it more now, too. It was kind of fun to be the one that got to stick something into the other person.

Martha got on her knees behind Pete and coated one finger in her saliva. She gently pressed the tip of her forefinger to his entrance. Pete had his head turned sideways as far as he could to try to watch her. On his knees in front of Pete, Whitney used one hand to gently turn Pete's head back in front of him. Whitney's cock, still rock hard, was pointing straight ahead of him, directed towards Pete's lips. Pete took the hint and engulfed the other boys cock into his mouth just as Martha's finger pressed into his butt up to her first knuckle.

"God, Pete, you ass is really tight," Martha said, wiggling her fingertip around inside him. "I wish I could fuck it," she said, and they all laughed.

Pete enjoyed having Whitney's hard dick in his mouth once again as Martha played with his ass. He had first been convinced to fuck around with Whitney because of the promise of mutual pleasure – Whitney would make him feel really good, and in return he would make Whitney feel good. By now, he was enjoying the act of giving Whitney pleasure in its own right. There was something special, almost powerful, about making another person feel really, really good. Pete worked to blow his friend as Martha forced a bit more of her forefinger into his depths. Eventually, her entire finger was buried inside him. Having his hot friend's finger in his ass felt really good. It was a new form of pleasure that he had never before experimented with. Suddenly, Martha surprised him by withdrawing her finger and quickly thrusting it in and out, in and out of his hole. He softly moaned around Whitney's shaft.

Martha continued to fuck his ass with one finger for several moments, liking the dominant position she was able to take for the moment. She used her other hand to massage her clit as she gradually warmed up Pete's ass for Whitney. If he was going to be ready for a real dick inside him, however, Martha knew that he would need to get stretched out a bit more. Without warning, she removed her finger from Pete just long enough for his asshole to close up again. Then she inserted two fingers into him. Once inside, she wiggled them both around for several seconds, stimulating his prostate. She began to rub them rhythmically around the area that she knew contained his prostate gland, knowing that this would cause the most pleasure for her friend. As Martha gently pleasured him from behind, Pete couldn't help but realize that the source of this pleasure was soon to be the dick that was currently in his mouth. He was surprised to discover that Martha's ass play felt really good to him. Not in the way that fucking felt good in that it was going to lead to an orgasm, but it felt good anyway. The current pleasure at the hand of Martha mixed with the anticipation of the imminent pleasure of Whitney's cock in his ass got him really excited, and his own cock once again became rock hard.

"As much fun as I'm having," Martha said playfully, noticing Pete's excitement and gently rubbing his erection from behind, "I think our boy Pete is ready for some action!"

Whitney used his hips to slowly withdraw his hard penis from Pete's warm mouth. Staring down at his friend, he fondly ran his fingers through Pete's lightly sweaty hair before standing to reposition himself at his rear. Martha gave Pete a quick kiss as she switched places with Whitney so that she now sat in front of Pete. As Whitney let his hands grasp Pete's hips, Martha smiled at her friend as he was about to have his ass virginity taken.

"I know your mouth has been busy tonight, Pete. But since it's free right now, I would love it if you used it on me. I've been getting hornier and hornier all night watching you two boys, and I think I'm ready for some attention..."

Pete gladly obliged as Martha spread her knees and he got an eyeful of her womanhood for the first time ever. Her pussy was so beautiful, puffy and glistening from the arousal without release she had been enduring all evening. Without hesitation, he plunged his tongue straight into her sweet hole and tasted her for the first time. Still sitting up, she grasped the sides of Pete's head and stroked his hair as she finally felt the boy's tongue inside her. It felt phenomenal.

Whitney guided his cock to Pete's receiving asshole. As Pete plunged his tongue in and out of Martha, he felt the something pressing against his hole. Whitney's cock was already noticeably larger than Martha's two fingers. Pete was a little worried at the size of Whitney's manhood, but, preoccupied with the willing pussy in front of him, he didn't give it much thought.

Whitney wet his dick with his saliva, then pressed it again at Pete's waiting hole. With a forward motion of his hips, he buried his entire head into Pete's ass. His ass was incredibly tight. And hot. And it felt amazing as it tightly gripped the tip of his cock. But Whitney needed more. He slowly began to enter Pete a little bit more, then withdrew so that only the tip was sheathed within him. He pushed in again, a little bit further, this time a little easier, then withdrew. Pete didn't seem to be putting up any resistance so far, so he pushed further and further until his entire cock was buried in his friend's warm hole. Pete took a breather, relishing the feeling of fullness that resulted from the full length of Whitney's dick inside him. A couple hours ago, Pete could have never imagined himself in the situation he found himself in now - on his hands and knees, a hard dick completely sheathed within him and a pretty pussy in his mouth. But here he was, and Pete was thoroughly enjoying the moment.

Whitney grabbed Pete's balls in his hand and massaged them as he withdrew once again. He paused at this point, letting the suspense build up in Pete before he suddenly thrust back in, all the way to the hilt. Pete moaned deeply into Martha's pussy, sending vibrations deep within her. She laid back and put her knees up, spreading her legs and providing unlimited access to Pete's efforts as she grasped his hair again. Whitney began to shove in and out, finally fucking his friend's sweet ass again and again.

After several minutes of fucking, Whitney completely pulled out of Pete and quietly told him to get on his back. Whitney placed a couple of couch cushions under Pete's ass and resumed fucking him. Pete lay on the floor, intoxicated by both the pleasurable feelings and the taboo of being fucked by his best friend as the two locked eyes. Whitney continued his assault, pounding in and out as he smiled at Pete. Not to be left out, Martha mounted Pete's face to allow him to continue eating her out. She was eye to eye with Whitney, and the two shared a passionate kiss as they both received unspeakable pleasure from their friend. Martha looked into Whitney's eyes and noticed that he was getting close.

She wrapped her arms around Whitney's shoulders and put her face next to his as Pete continued to tongue her hole. "Does it feel good fucking Pete? Do you want to cum inside his tight ass?" She whispered naughtily into his ear before letting her tongue graze his cartilage.

He didn't answer, but the beads of sweat building on his face and his heightened efforts gave her the answer. Whitney thrust faster and faster into Pete's waiting asshole as his orgasm built.

She once again grasped Whitney's face and she plunged her tongue into his mouth as his orgasm took over, spewing cum deep into Pete's bowels. Pete moaned into Martha as he felt spurt after spurt of Whitney's hot seed shoot deep into his anus. Whitney thrust into him, releasing his cum again and again, thick rope after rope as Pete lay receiving it. As Whitney's orgasm began to subside, he slowed his thrusts, finally pulling his hard cock from Pete.

For a moment, none of the group spoke. Whitney wiped the sweat from his brow and Martha sat on the floor directly above Pete's head. Pete lay on his back with his legs still spread. His cock was so hard and he had a string of Whitney's cum on his thigh that landed there when the other boy withdrew his dick from Pete. All three let what had just occurred sink in as they caught their breath.

Pete was the first to speak. "Whitney... That felt amazing."

Whitney laughed once, glad that his friend had enjoyed the experience. Whitney certainly had. "Glad to hear it, buddy. You were great." He looked down at his friend on his back, noticing his pulsing erection. Whitney loosely wrapped his hand around Pete's cock and let his fingers graze up and down it.

"Looks like you're not quite finished yet." Whitney said.

Pete laughed, "Yeah, apparently not." Whitney began to lower his mouth towards the erection, ready to return the favor and relieve his friend from his current state of horniness.

All of a sudden Martha spoke up. "Whoa, whoa, whoa... Hold the show. I've got a better use for that hard cock!"

Whitney looked up from Pete's dick, his hand still loosely wrapped around it, and smiled at Martha. "Is that right?"

"Damn straight!" she said, light-heartedly scolding the boys. "You two boys have had your fun! Remember girls, Pete? Well, while the two of you have been going at it, this girl hasn't even come once!"

Pete sat up and turned around, grinning at the girl. She went on, "God, my pussy is driving me crazy... I was so close to cumming two times tonight already. If I don't have an orgasm soon, I swear to god I will explode!"

Pete and Whitney sat silently, grinning at their friend as she ranted. Pete took time to admire her breasts again, and her neglected, beautiful pussy. He could tell from where he was sitting that she was more than wet enough. Fooling around with Whitney was a blast, he thought, but there was nothing more in the world he wanted right now than to ravage this beautiful woman.

"Well?" She said, a look of almost-serious irritation on her face. "Quit staring at me like an idiot and stick that monster in me!"

Pete rolled onto his knees and pressed his chest against Martha's, gently knocking her backwards onto her elbows as he stayed with her, his mouth latching onto hers. Her breasts were pressed against him as the two let their tongues thrash against each other. Martha was so incredibly horny, and Pete's sudden advance had her heart rate sky high. She faintly tasted herself on Pete's tongue from his earlier oral efforts.

She grasped a fistful of Pete's hair as his mouth left hers to travel downward, kissing its way past her throat and collarbone to her left breast. She moaned when she felt contact between his mouth and her nipple. Her pussy ached. She was so ready for more, ready for him to enter her.

"Pete... Fuck me. Please... now."

That was a request that Pete could never imagine denying. He allowed her to lay onto her back and watched her spread her legs. He leaned into her and she gently held his cock, greedily rubbing her hand around the shaft as she guided it to her wet slit. She wrapped her arms around his neck and her ankles around his lower back as he immediately filled her with himself in one long stroke.

The two sighed as Pete sank into her to the hilt. He wasted no time in withdrawing and thrusting in once again. He got so horny while Whitney was fucking him, and it felt great to sink into his pretty friend and make her moan.

Martha let out sporadic moans, her eyes closed most of the time and her mouth slightly agape. Pete thrust in and out of her, filling her then leaving her empty, until he felt her ankles digging into his back, pulling him hard into her. He continued to thrust as much as he could against the strength of her legs as she required as much depth from him as possible. Her orgasm had built to its peak and was about to take over her body. As it did, she reached a level of euphoria and allowed her entire body to shudder at once before the intense pleasure focused at her pussy. She moaned once as the walls of her pussy clenched around Pete's hard shaft, gripping it like a vice that would never let it go.

The intense sensations around his penis caused Pete to suddenly explode. His balls let loose a surge of semen that rushed out the tip and flooded Martha's depths. She moaned once more as her orgasm subsided and she felt the hot liquid reach her depths. Pete gave one or two more weak attempts at thrusts before collapsing on top of Martha's naked body. She breathed deeply and kissed the side of Pete's face as he rested.

Pete was worn out, having cum for the second time in a short while. Martha, on the other hand, was rejuvenated. She had needed to cum so badly. Now that she had, she felt incredible. Pete rolled off of her onto her side, letting his cock slide out of her with a trail of semen. He wearily looked into her eyes and smiled. "Happy now?"

"Just what I needed!"

Martha rubbed the bit of semen on her thigh around to clean it up, then stuck her finger into her mouth for a taste.

"Hmm... Not too bad, is it, Whitney? Now we've both gotten a taste of him!" she asked. Whitney was sitting a few feet away, the look on his face showing that he was obviously impressed by the performance Pete and Martha had put on.

"We certainly have. I'd be happy to taste him again any time," Whitney responded.

"I imagine I'll be taking you up on that offer!" Pete added, grinning.

"Now boys, I know this all started because you agreed it would be great if guys didn't have a hang up about making each other feel good. But remember, a girl can only go so long without getting some of that for herself! Can I trust that you two won't start neglecting me just because you've finally realized what a good fuck each other are?"

"I don't think you have to worry about that, Martha. After all," Pete added, "what are friends for?"


End file.
